Eight years prior to the film's beginning, Anne Elliot (Sally
Hawkins) – at the age of 19 – was engaged to Frederick Wentworth (Rupert Penry-Jones). However, her father Sir
Walter Elliot (Anthony Head) and family friend Lady Russell (Alice Krige)
persuaded Anne to break off the engagement and give up the man she loves
because of his lack of fortune. Despite their strong mutual affections,
Wentworth was not considered rich or important enough to marry an Elliot.

Eight years later, due to the lavish spending of Sir Walter
and his eldest daughter Elizabeth (Julia Davis),
the family is in financial difficulties. The Elliot family residence, Kellynch
Hall in Somersetshire, has to be let out. Suitable tenants are
soon found in Admiral Croft (Peter Wight) and his wife (Marion
Bailey). Mrs. Croft is the sister of Frederick Wentworth, who has risen to
Captain and become rich while serving in the Royal Navy.

Elizabeth and Sir Walter set off for their new residence in Bath.
At first, Anne stays behind, visiting her hypochondriac sister Mary Musgrove (Amanda Hale)
who is married to Charles Musgrove (Sam
Hazeldine), and living in the nearby estate Uppercross. Anne soon meets
Wentworth again when he comes to visit his sister. Staying with the Musgroves,
Anne meets Wentworth several times and has to witness what she perceives to be
his advances towards Charles Musgrove's young and lively sisters, especially
Louisa (Jennifer Higham). Anne is convinced that he will
never forgive her, let alone love her again.

Eventually Anne goes to Bath, and becomes subject to the
attentions of Mr. Elliot (Tobias Menzies), a distant cousin who will inherit
her father's wealth and title. Mr. Elliot proposes to Anne, who, though still
very much in love with Wentworth, does not immediately decline Mr. Elliot's
offer. Admiral Croft, having heard a rumour of Mr. Elliot's proposal to Anne,
sends Wentworth to ask Anne if she and her new husband require them to quit
Kellynch Hall. Anne informs Wentworth that Admiral Croft has been very much
misinformed, but in the medley of new arrivals, Wentworth leaves and Anne runs
to find him. On her way, her good friend Harriet (Maisie Dimbleby) reliably
informs her that Mr. Elliot is currently also courting Mrs. Clay (Mary
Stockley), whom it seemed Anne's father might marry. Harriet tells Anne
that Mr. Elliot desires the baronetcy above all else, and although his
admiration for Anne appears genuine, once married to Anne he plans to establish
Mrs. Clay as his mistress. This would prevent Mrs. Clay's marriage to Anne's
father, thereby preventing the potential birth of a male heir to Sir Walter
which would cut off Mr. Elliot's inheritance rights. Wentworth declares his
undying love for Anne and proposes to her in a letter.

After some frenzied running, Anne runs into Wentworth in the
street while he is talking to Charles Musgrove. There, she accepts Wentworth's
proposal and, when he asks her whether she is sure, she says she has never been
more determined in her life. The movie skips to Anne and Wentworth in a
carriage, Anne blindfolded. Once her blindfold is removed, Anne finds herself
standing in front of Kellynch Hall, Wentworth's wedding present to her. The
film ends with Wentworth and Anne on the lawn of their new home, dancing
together.